Amex Board Committee

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C) Obtain information on the following board committees: audit committee, compensation committee, and nominating/governance committee. For each committee, describe its functions, its size (i.e., how many directors serve on the committee), its composition (i.e., what percentage of members are inside, gray, or independent directors), and the number of meetings held during the past fiscal year. Based on this information, do you think the board’s committee structure is helpful in maintaining adequate oversight of top management? Support your opinion with specific references to the company’s committee structure. Auditcommittee | | | | Compensation committee | | | | | | | | Nominating / Governance committee | | Mr. Akerson | | | | Mr. chemin | | | | | | | | Mr. Akerson | Mr. Levin | | | | Mr. Leschly | | | | | | | | Mr. McGinn | Mr. walter | | | | Mr. McGinn | | | | | | | | Mr. Miller | Mr.Williams | | | | Mr. Miller | | | | | | | | Mr. Walter | Mr.Burns | | | | Mr. Walter | | | | | | | | Mr. Reinemund | | | | | | | | | | | | | | | | Number of meeting help by each committee: Audit committee: 14 Compensation committee: 16 Nominating /governance committee: 5 Function and size of each committee: Audit committee: 1) Functions: The committee's purposes are to provide assistance to the Board of Directors by: monitoring the integrity of the consolidated financial statements of the Company; monitoring compliance by the Company with legal and regulatory requirements and the Company's Code of Conduct; evaluating and monitoring the independent auditors' qualifications and independence; evaluating and monitoring the performance of the Company's internal audit function and independent auditors, with respect to the parent company and its subsidiaries; and addressing the

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